exv4w2











Exhibit 4.2




AMENDMENT TO RIGHTS AGREEMENT




     THIS AMENDMENT (this “Amendment”), dated as of August 3, 2008 between PeopleSupport, Inc., a
Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (“Computershare”), to
the Rights Agreement dated as of August 28, 2007 between the Company and Computershare (the “Rights
Agreement”).



     A. Whereas, pursuant to Section 27 of the Rights Agreement, the Company may, from time to
time, supplement or amend the Rights Agreement in accordance with the provisions of such Section;



     B. Whereas, the Board of Directors of the Company has determined that it is in the best
interests of the Company to enter into that certain Agreement and Plan of Merger (the “Merger
Agreement”), by and among the Company, Essar Services, Mauritius, a company organized under the
laws of Mauritius (“Parent”) and Easter Merger Sub, Inc., a Delaware corporation (“Merger Sub”);



     C. Whereas, pursuant to the Merger Agreement, merger Sub will merge with and into the Company,
which shall be the surviving corporation, in accordance with Delaware General Corporation Law (the
“DGCL”) as well as all other applicable Laws;



     D. Whereas, there is not as of the date hereof any Acquiring Person, Distribution Date or
Triggering Event (as such terms are defined in the Rights Agreement);



     E. Whereas, the Company is obligated and the Company desires to amend the Rights Agreement
such that, with respect to the execution of and the consummation of the transactions contemplated
by the Merger Agreement and the Stockholders Agreement, neither Parent nor any of its Affiliates is
or will become an “Acquiring Person” and that no “Triggering Event” or “Distribution Date” (as such
terms are defined in the Rights Agreement) will occur.



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
the parties hereto agree as follows:



     1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is amended to add
the following sentence at the end thereof:




“Notwithstanding anything in this Agreement to the contrary, none of Essar Services,
Mauritius, a company organized under the laws of Mauritius (“Parent”) or Easter Merger Sub,
Inc., a Delaware corporation (“Merger Sub”), or any of their respective Affiliates or
Associates shall be deemed to be an “Acquiring Person” by virtue of (i) the approval,
execution or delivery of the Agreement and Plan of Merger, dated as of August 3, 2008 by and
between Parent, Merger Sub and the Company, as amended from time to time (the “Merger
Agreement”), (ii) the acquisition of Common Shares pursuant to the Merger (as defined in the
Merger Agreement), (iii) the consummation of any of the other transactions



 









 






contemplated in the Merger Agreement or (iv) the public announcement of any of the foregoing
(each such event, an “Exempt Event”).”



     2. Amendment of Section 1(o). Section 1(o) of the Rights Agreement is amended to add
the following sentence at the end thereof:




“Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be
deemed to have occurred as the result of an Exempt Event.”



     3. Amendment of Section 1(uu). Section 1(uu) of the Rights Agreement is amended to
add the following sentence at the end thereof:




“Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be
deemed to have occurred as the result of an Exempt Event.”



     4. Amendment of Section 11(a)(ii). Section 11(a)(ii) of the Rights Agreement is
amended to add the following sentence at the end thereof:




“Notwithstanding the foregoing or anything in the Rights Agreement to the contrary, this
Section 11(a) shall not apply to any Exempt Event.”



     5. Amendment of Section 13. Section 13 of the Rights Agreement is amended to add the
following sentence at the end thereof:




“Notwithstanding anything in this Rights Agreement to the contrary, no Exempt Event shall be
deemed to be an event of the type described in the first sentence of this Section 13, and
shall not cause the Rights to be adjusted or exercisable in accordance with, or any other
action to be taken or obligation to arise pursuant to, this Section 13.”



     6. Rights Agreement as Amended. The term “Agreement” as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended hereby. Except as set forth herein, the Rights
Agreement shall remain in full force and effect and otherwise shall be unaffected hereby.



     7. All amendments made to the Rights Agreement in this Amendment shall be deemed to apply
retroactively as well as prospectively.



     8. This Amendment shall be governed by and construed in accordance with the laws of the State
of Delaware and for all purposes shall be governed by and construed in accordance with all laws of
such State applicable to contracts to be made and performed entirely within such State.



     9. This Amendment may be executed in counterparts, each of which shall be an original, but
such counterparts shall together constitute one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the date and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	PEOPLESUPPORT, INC.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Caroline Rook	 	 	 	By:	 	/s/ Lance Rosenzweig
	 

	 	Title:
	 	CFO
	 	 	 	 	 	Title:
	 	CEO
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Ian Yewer	 	 	 	By:	 	/s/ Kellie Gwinn
	 

	 	Title:
	 	Branch President
	 	 	 	 	 	Title:
	 	Vice President







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